Mississippi HOA Director Qualifications

Section 1: Overview

Start with where the rules actually come from. In Mississippi, who may sit on an HOA board is set by the association’s own governing documents and by the Mississippi Nonprofit Corporation Act — not by a property statute. The state’s condominium law is thin, it says nothing about who is eligible to serve as a director, and it does not reach homeowners associations. There is no dedicated HOA statute at all. So Mississippi imposes no statutory certification, no term limit, and no automatic disqualification.¹

Consider the condominium law itself. The Mississippi Condominium Law (Miss. Code Ann. § 89-9-1 et seq.) governs how condominiums are created, declared, assessed, and transferred. By its own terms, it does not apply to homeowners associations.² A non-condominium HOA looks instead to three things: its recorded covenants, the Mississippi Nonprofit Corporation Act (Miss. Code Ann. § 79-11-101 et seq.) if it incorporated as a nonprofit, and the common law.³

That puts Mississippi well apart from heavy-touch states such as Florida and California. Those states make directors certify, take education, and step down after term limits, and they disqualify delinquent owners and certain felons outright.⁴ The sections that follow trace where Mississippi’s qualification rules come from, what they require, and how recent legislation and court activity bear on them.

Section 2: Where director qualifications come from

2A. The Condominium Law and the absence of an HOA statute

The Mississippi Condominium Law dates to 1964 (Laws, 1964, ch. 270) and sits in the 1972 Code at Miss. Code Ann. § 89-9-1 et seq. It is a traditional, thin condominium statute.⁵ It defines a condominium and its common areas, it authorizes declarations of restrictions, it handles assessments and the assessment lien — recorded with the chancery clerk under § 89-9-21 — and it governs conveyances and partition.⁶ What it does not do is say who may serve as a director of the association that runs a condominium. It sets no eligibility rule, no education requirement, and no disqualification. And by its own terms, as practitioner summaries confirm, it does not reach homeowners associations.²

For non-condominium HOAs, Mississippi has written no separate statute. There is no Mississippi version of the Uniform Common Interest Ownership Act and no planned-community act. So a non-condominium HOA answers to three layers: its recorded covenants — the declaration of covenants, conditions, and restrictions — the Mississippi Nonprofit Corporation Act if the association incorporated as a nonprofit, which most do, and the common law.³ None of those layers requires a director to certify or train, caps a director’s tenure, or automatically disqualifies an owner who is behind on dues or who has a criminal record. Where the documents go silent, the Nonprofit Corporation Act’s default rules step in.

2B. The corporate-law layer: the Mississippi Nonprofit Corporation Act

Because the property statute is silent for condominiums and missing entirely for HOAs, the Mississippi Nonprofit Corporation Act, Miss. Code Ann. § 79-11-101 et seq., carries most of the statutory weight in both settings.⁷ Think of it as the corporate scaffolding. It governs how an association incorporates, adopts bylaws, holds meetings of members and directors, assigns powers and duties to directors and officers, and removes and replaces directors.

The Act hands the qualification decision back to the corporation. Under Miss. Code Ann. § 79-11-233, every director must be an individual, and the articles or bylaws may add other qualifications.⁸ On board size, Miss. Code Ann. § 79-11-235 says the number of directors is whatever the articles or bylaws specify — the only floor, three directors, reaches just post-2012 charitable organizations that solicit contributions.⁹ On tenure, Miss. Code Ann. § 79-11-239 caps any single term at five years, defaults to one year when the documents say nothing, and lets directors serve successive terms.¹⁰ On removal, Miss. Code Ann. § 79-11-245 lets members remove the directors they elected, and Miss. Code Ann. § 79-11-249 lets a chancery court remove a director for cause.¹¹ The Act also routes certain corporate petitions to chancery court — including a petition under Miss. Code Ann. § 79-11-131 for an alternative way to call or conduct a meeting of members or directors.¹² All of which is to say: the Act governs corporate housekeeping. It is not an HOA statute.

2C. The declaration and bylaws, and the bifurcated courts

For condominiums and HOAs alike, the declaration and the bylaws are where the real eligibility screens live. The order of precedence is straightforward. The Condominium Law (for condominiums, on the few matters it addresses) or the recorded covenants (for HOAs) come first; then the declaration and bylaws; then the Nonprofit Corporation Act’s defaults; then any rules the board adopts. The Act drives the point home by telling incorporators or directors to adopt bylaws, which may carry any provision for running the corporation that does not conflict with the law or the articles (Miss. Code Ann. § 79-11-145).¹³ So a manager reads the governing documents first and treats the Act as the backstop.

One Mississippi feature deserves attention: the trial courts are split, and few states divide them this way. Chancery Courts handle equity — real-property title, liens and their enforcement, injunctions, trusts, and corporate-governance petitions — and land records are filed there.¹⁴ Circuit Courts handle actions at law, meaning claims for money damages.¹⁵ Covenant enforcement by injunction, foreclosure of an assessment lien, and corporate petitions under the Nonprofit Corporation Act are all equitable, so most HOA and condominium governance disputes land in Chancery Court. Above them, the Mississippi Court of Appeals hears the cases the Supreme Court assigns to it, and the Supreme Court has the last word.¹⁶ In practice, a manager reads the governing documents against the Nonprofit Corporation Act and, when a director’s eligibility or removal is contested, should expect the fight to play out in Chancery Court.

Section 3: Director eligibility, disqualification, and tenure rules

3A. Eligibility to serve

Mississippi does not require, by statute, that a director own a unit or hold membership. The Nonprofit Corporation Act sets exactly one eligibility rule — directors must be individuals (Miss. Code Ann. § 79-11-233) — and the same section lets the articles or bylaws add more.⁸ That rule applies to incorporated condominium and HOA associations alike. Everything else — a membership, ownership, residency, age, or good-standing requirement — is documentary. It comes from the declaration or bylaws, not from the statute.

The one consequence the statute does force: because a director must be an individual, an entity — a corporate owner or a trust — cannot itself hold a seat. It would act through a designated individual, if the documents permit. How an association treats co-owners, spouses, trustees, and entity representatives is, again, left to the governing documents. Mississippi sets no statutory bar on co-owners or spouses serving together. Florida does the opposite: in a residential condominium association of more than ten units, co-owners of a unit may not serve on the board at the same time, unless they own more than one unit or there are too few candidates to fill the seats.¹⁷

3B. Disqualification and removal

No Mississippi statute automatically disqualifies a delinquent owner or a person with a criminal record from serving as a director, and the Condominium Law creates no such bar. Any disqualification of that kind has to come from the declaration or the bylaws.

When it comes to removal, the Act lays out three routes. Members may remove a director they elected, with or without cause, under Miss. Code Ann. § 79-11-245 — but the removal sticks only if the votes cast to remove would have been enough to elect that director in the first place.¹⁸ The board may remove a board-elected director without cause by a two-thirds vote of the directors then in office, and it may remove a director for missing a set number of meetings, if the documents allow, by a majority of the directors then in office.¹⁸ Separately, Miss. Code Ann. § 79-11-249 lets a chancery court remove a director on a petition from the corporation or from members holding at least ten percent of the voting power of any class. The court must find fraudulent or dishonest conduct, or a gross abuse of authority or discretion, and conclude that removal serves the association’s best interest; it may also bar the director from serving for a set period.¹⁹ The fine-grained mechanics of a membership removal meeting — notice, quorum, ballots — are election-side rules, and they belong to a separate discussion. One more provision regulates conduct rather than eligibility: Miss. Code Ann. § 79-11-269 makes an interested-director transaction non-voidable only when the director discloses the material facts and the interest, and disinterested directors or members approve it, or the deal is fair to the corporation.²⁰

3C. Board composition and terms

The number of directors is whatever the articles or bylaws set, under Miss. Code Ann. § 79-11-235. The Act fixes no general minimum board size for an HOA or condominium association — the three-director floor reaches only post-2012 charitable organizations that solicit contributions.⁹ So the statute supplies the rule, and the governing documents supply the actual number. On term length, Miss. Code Ann. § 79-11-239 caps any single term at five years and defaults to one year when the documents are silent.¹⁰ Mississippi sets no statutory term limit. The same section expressly allows directors to win successive terms, so any cap on consecutive service has to come from the documents.¹⁰ Staggered terms are allowed too, under Miss. Code Ann. § 79-11-241, and whether a board staggers is a documentary choice.²¹ As for declarant or developer control of the board during the development period, and the handoff to owner control, that is left to the declaration. The Condominium Law is thin here and sets no statutory transition timetable, and there is no HOA statute to supply one.

3D. Onboarding and ongoing qualification duties

Mississippi requires no director certification and no director education — not for condominium boards, not for HOA boards. Set that against Florida, where every newly elected or appointed residential condominium director has 90 days to file two things: a written certification and a certificate showing completion of an approved course that runs at least four hours. A director who misses the deadline is suspended from the board until he or she complies.²² Mississippi has nothing like it.

The onboarding duty that does carry a statutory anchor is conflict-of-interest disclosure. Miss. Code Ann. § 79-11-269 expects a director to disclose the material facts of any transaction in which the director has an interest.²⁰ The ongoing standard of care comes from the Act as well. Under Miss. Code Ann. § 79-11-267, a director must discharge the job in line with the director’s good-faith belief that he or she is acting in the association’s best interests, and may rely in good faith on what officers, counsel, accountants, and board committees report.²³ Notice the framing: this nonprofit standard turns on good faith, and it drops the “ordinarily prudent person in a like position” language that Mississippi’s business-corporation statute uses. That baseline, filled out by common-law fiduciary principles, is the yardstick for a Mississippi director’s conduct.

Section 4: Recent legislative and judicial activity

4A. Recent bills

One measure in the past two years touched the statute that governs director qualifications — and it changed nothing.

No bill in the period amended the Mississippi Condominium Law as it applies to director qualifications, board composition, or removal.

4B. Recent appellate rulings

No published decision of the Mississippi Court of Appeals or the Mississippi Supreme Court in the past three years squarely takes up director eligibility, automatic disqualification, board composition, or the statutory standard of care for association directors. The closest governance ruling is worth a look anyway.

Because the relevant window produced no ruling on director qualifications as such, this section stays short.

4C. Active legislative debates

No active, publicly tracked proposal would create a dedicated Mississippi HOA statute, or impose statutory director certification, term limits, or eligibility screens. The only 2025 activity touching the Nonprofit Corporation Act was the bring-forward vehicle described above.

Section 5: National positioning and related coverage

Mississippi is a light-touch, CC&R-primary state for director qualifications. The condominium statute is thin and silent on eligibility, it does not reach homeowners associations, there is no dedicated HOA statute, and eligibility, terms, and disqualification all rest on the governing documents and the Mississippi Nonprofit Corporation Act. Florida runs the other way: it requires statutory director certification or education, it caps board service at eight consecutive years unless two-thirds of the owners override the limit, and it disqualifies delinquent owners and certain felons outright.²⁶ North Carolina sits in the middle, with UCIOA-derived condominium and planned-community acts that carry statutory board provisions. For a multi-state operator, the takeaway is plain: Mississippi statute imposes almost nothing on director eligibility, so each association’s governing documents and corporate form control, and disputes usually head to Chancery Court. And Mississippi’s split trial-court system — equity on one side, law on the other — is a structural quirk that several states do not share.

HOA Weekly refreshes its Mississippi director-qualifications coverage each quarter, as the Legislature and the Mississippi courts act. Federal frameworks rarely dictate director qualifications, but Mississippi associations still answer to federal law — the Fair Housing Act, the Americans with Disabilities Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, and the OTARD rule — in their broader operations.

Footnotes

1. Miss. Code Ann. § 79-11-233 (Qualifications for directors) and § 79-11-101 et seq. (Mississippi Nonprofit Corporation Act), as brought forward verbatim by Mississippi Legislature, HB 1554 (2025 Reg. Sess.) ↩
2. Homeowners Protection Bureau, LLC, “Mississippi HOA Laws, Regulations & Resources” (Miss. Code Ann. § 89-9-1 et seq. (1972) governs condominium formation, management, powers, and operation; “The law does not apply to homeowners’ associations”) ↩
3. HOA Management, “Mississippi HOA Laws” (most Mississippi HOAs are nonprofit corporations governed by the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, because there is no HOA-specific statute) ↩
4. Fla. Stat. § 718.112(2)(d) (2024) (certification and education, eight-year term limit, and disqualification of delinquent owners and certain felons) ↩
5. Miss. Code Ann. § 89-9-1 (citation of chapter as the “Mississippi Condominium Law”; “Codes, 1942, § 896-01; Laws, 1964, ch. 270, § 1”) ↩
6. Miss. Code Ann. § 89-9-21 (liability of owner for assessment; lien on assessed condominium; recording, priority, and enforcement) ↩
7. Miss. Code Ann. § 79-11-101 (“Section 79-11-101 et seq. shall be known and may be cited as the ‘Mississippi Nonprofit Corporation Act.’”), as brought forward by HB 1554 (2025 Reg. Sess.) ↩
8. Miss. Code Ann. § 79-11-233 (“All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.”) ↩
9. Miss. Code Ann. § 79-11-235 (number of directors specified in or fixed in accordance with the articles or bylaws; three-director minimum for post-2012 soliciting charitable organizations) ↩
10. Miss. Code Ann. § 79-11-239 (terms must be specified in the articles or bylaws; may not exceed five years except for designated or appointed directors; default one-year term; directors may be elected for successive terms) ↩
11. Miss. Code Ann. § 79-11-245 (removal of directors by members and by the board) ↩
12. Miss. Code Ann. § 79-11-131 (petition to chancery court for an alternative method of calling or conducting a meeting of members, delegates, or directors), as brought forward by HB 1554 (2025 Reg. Sess.) ↩
13. Miss. Code Ann. § 79-11-145 (incorporators or board shall adopt bylaws; bylaws may contain any provision for managing the corporation not inconsistent with law or the articles) ↩
14. State of Mississippi Judiciary, “Chancery Courts” (jurisdiction over equity and real-property matters; land records filed in Chancery Court) ↩
15. State of Mississippi Judiciary, “About the Courts” (Circuit Courts as the courts of law jurisdiction; two-tier appellate system) ↩
16. State of Mississippi Judiciary, “About the Courts” (Supreme Court is the court of last resort; Court of Appeals hears cases assigned by the Supreme Court) ↩
17. Fla. Stat. § 718.112(2)(d)2 (2024) (in a residential condominium association of more than 10 units, co-owners of a unit may not serve on the board at the same time absent exceptions) ↩
18. Miss. Code Ann. § 79-11-245(1)–(3), (8)–(9) (members may remove directors they elected; removal effective if votes cast to remove would be sufficient to elect; board removal of a board-elected director by two-thirds vote; removal for missed meetings by majority of directors then in office) ↩
19. Miss. Code Ann. § 79-11-249 (chancery court removal of a director on petition of the corporation or members holding at least ten percent of the voting power for fraudulent or dishonest conduct or gross abuse of authority; court may bar future service) ↩
20. Miss. Code Ann. § 79-11-269 (conflict-of-interest transaction not voidable solely because of the director’s interest if disclosed and approved by disinterested directors or members, or fair to the corporation) ↩
21. Miss. Code Ann. § 79-11-241 (staggering terms of directors), Mississippi Nonprofit Corporation Act section index ↩
22. Fla. Stat. § 718.112(2)(d)4.b (2024) (within 90 days, each director must submit a written certification and a certificate of completing an approved educational curriculum at least four hours long; failure results in suspension until compliance) ↩
23. Miss. Code Ann. § 79-11-267(1)–(2) (“A director shall discharge his duties as a director… in accordance with his good faith belief that he is acting in the best interests of the corporation.”; reliance on officers, counsel, accountants, and committees), as brought forward by HB 1554 (2025 Reg. Sess.) ↩
24. Mississippi Legislature, HB 1554 (2025 Reg. Sess.), by Rep. Bounds, referred to Business and Commerce (bring-forward of the Mississippi Nonprofit Corporation Act) ↩
25. Buena Vista Lakes Maintenance Ass’n, Inc. v. Jones, No. 2022-CA-01153-COA (Miss. Ct. App.) (reversing chancery court on interpretation of association bylaws and the two-thirds voting threshold for a member action) ↩
26. Fla. Stat. § 718.112(2)(d)2 (2024) (“A board member may not serve more than 8 consecutive years unless approved by an affirmative vote of unit owners representing two-thirds of all votes cast in the election”; disqualification of delinquent owners and certain felons) ↩